The Code of Conduct and Responsible Practices

The Code of Conduct and Responsible Practices provides the action lines which must be followed by the Group in the performance of its professional duties. Its goal consists of exacting an ethical and responsible professional conduct from Inditex and its entire workforce in the conduct of their business anywhere in the world, as a gist of its corporate culture upon which the training and the personal and professional career of its employees is based. For such purposes, the principles and values which shall govern the relationship between the Group and its stakeholders (employees, customers, shareholders, business partners, suppliers and the societies where its business model is implemented) are defined.

The Code of Conduct and Responsible Practices of the Inditex Group is based upon a number of general principles, inter alia, that according to which the operations of the Inditex Group shall be developed under an ethical and responsible perspective; all persons, whether natural or legal, who maintain, directly or indirectly, any kind of professional, economic, social or industrial relationships with the Inditex Group shall be treated in a fair and honourable manner and that according to which, all the activities of the Group shall be carried out in the manner that most respects the environment, promoting biodiversity preservation and sustainable management of natural resources

The Committee of Ethics

For the purposes of ensuring compliance with the Code of Conduct and Responsible Practices and with the Code of Conduct for Manufacturers and Suppliers, Inditex relies on a Committee of Ethics made up of the General Counsel and Secretary of the Board and Code Compliance Officer, who chairs it, the Human Resources Director, the Corporate Social Responsibility Director and the Internal Audit Director.

The Committee of Ethics reports to the Board of Directors through the Audit and Control Committee and has the following duties:

• Overseeing compliance with the Code and the internal circulation thereof to the Group’s s personnel.
• Receiving any manner of written instruments with regard to the enforcement of the Code and directing them, where appropriate, to the relevant body or Department which may be responsible for dealing with and settling such instrument.
• Monitoring and supervising the management and settlement of any file.
• Solving any doubts which may arise regarding the enforcement of the Code.
• Proposing to the Board of Directors, after report of the Audit and Control Committee, any explanation or implementation rule which the enforcement of the Code may require, and at least, an annual report to review its enforcement.
• Overseeing the Whistle Blowing Channel and compliance with its Procedure.

In the performance of its duties, the Committee of Ethics shall ensure:

• The confidentiality of all the information and backgrounds received and of the acts and deeds performed, unless the disclosure of information is required by law or further to a court order.
• The thorough review of any information or document that originated its action.
• The commencement of such proceedings that adjust to the circumstances, where the Committee of Ethics shall always act with independence and fully respecting the right of any affected person to be heard as well as the presumption of innocence.
• The indemnity of any employee as a result of bringing complaints in good faith to the Committee.

The Committee of Ethics submits a report to the Audit and Control Committee twice a year, reviewing its proceedings and the enforcement of the Code of Conduct and Responsible Practices and of the Code of Conduct for Manufacturers and Suppliers.

Additionally, the Audit and Control Committee reports to the Board of Directors, on an annual basis (twice during FY2014) as well as whenever this latter so requires, on the enforcement of the Code of Conduct and Responsible Practices and of the additional documents which comprise the internal regulatory compliance system of the group from time to time in force.

The Committee of Ethics may act of its own motion or at the behest of any of Inditex employees, manufacturers, suppliers or any third party involved in a direct relationship and with a lawful commercial or professional interest, further to a report made in good faith.

Decisions of the Committee of Ethics are binding for the Company and its employees.